Current Report Filing (8-k)
February 14 2022 - 9:01AM
Edgar (US Regulatory)
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2022-02-11
2022-02-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 11, 2022
Lineage
Cell Therapeutics, Inc.
(Exact
name of registrant as specified in charter)
California
|
|
001-12830
|
|
94-3127919
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2173
Salk Avenue, Suite 200
Carlsbad,
California
|
|
92008
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(442)
287-8990
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
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☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
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☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
shares, no par value
|
|
LCTX
|
|
NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
February 11, 2022, the Compensation Committee of the Board of Directors of Lineage Cell Therapeutics, Inc. (the “Company”)
approved restricted stock units awards (“RSUs”) for an aggregate of 694,424 of the Company’s common shares, to certain
of its employees, including the Company’s executive officers, to further align management with the achievement of certain development
milestones under the Company’s Collaboration and License Agreement (the “License Agreement”) with F. Hoffmann-La Roche
Ltd and Genentech, Inc., a member of the Roche Group (collectively, “Roche”), dated December 17, 2021.
For
each RSU, half of the common shares subject to the RSU will vest in four equal annual installments beginning on the first anniversary
of the grant date. The other half of the common shares subject to each RSU will vest in connection with the achievement of certain milestones
set forth in the License Agreement. Pursuant to the License Agreement, the Company granted to Roche exclusive worldwide rights to develop
and commercialize retinal pigment epithelium cell therapies, including its proprietary cell therapy known as OpRegen®, for the treatment
of ocular disorders, including advanced dry age-related macular degeneration with geographic atrophy. Under the License Agreement, Roche
has paid the Company a $50 million upfront payment and the Company is eligible to receive up to an additional $620 million in certain
developmental, regulatory and commercialization milestone payments. The Company is also eligible for tiered double-digit percentage royalties
on net sales of OpRegen. All regulatory and commercial milestone payments, and royalty payments, are subject to the existence of certain
intellectual property rights that cover OpRegen at the time such payments would otherwise become due, and the royalties on net sales
of OpRegen are subject to financial offsets based on the existence of competing products.
The
RSUs are subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan and continued vesting of the RSUs is subject
to such employee’s continuous service with the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Lineage
Cell Therapeutics, Inc.
|
|
|
Date:
February 14, 2022
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By:
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/s/
George A. Samuel III
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Name:
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George
A. Samuel III
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|
Title:
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General
Counsel and Corporate Secretary
|
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